BarbriSFCourseDetails

Course Details

This CLE webinar will discuss the strategic use of F reorganizations in M&A transactions. The panel will explore the tax and legal compliance benefits involved with F reorganizations, summarize the steps necessary to implement a pre-transaction reorganization, and provide advice for avoiding common pitfalls with these types of transactions.

Faculty

Description

The tax implications of an M&A or private equity transaction can be a key driver in a successful deal or a missed opportunity. An F reorganization is one pre-closing strategy deal parties can employ to maximize tax efficiency, operational flexibility, and strategic alignment.

An F reorganization is a tax-free reorganization defined in Section 368(a)(1)(F) of the Internal Revenue Code as a "change in identity, form, or place of organization of one corporation, however effected." Generally, the following steps are required prior to a deal closing to implement an effective F reorganization: owners of the target company create a new holding company; the target company shareholders contribute their stock to the new holding company in exchange for shares or equity in the new holding company; and the new holding company makes a qualified subchapter S subsidiary (QSub) election. Once these steps have occurred, the target company can be converted to a limited liability company under applicable state entity conversion statutes.

An F reorganization provides flexibility and several tax benefits to both buyers and sellers. It can also provide some legal efficiencies with regard to transferring titles, licenses, and other business assets. However, the F reorganization process is complex with many compliance requirements that can take several months or longer to fully complete. Counsel must weigh the benefits with the potential drawbacks to determine if an F reorganization structure makes sense for a particular deal.

Listen as our authoritative panel explains how to utilize an F reorganization as a tool to solve various issues in an acquisition.

Outline

  1. Background: what is an F reorganization
  2. Structuring M&A transactions with a pre-closing F reorganization
  3. Steps to implement an F reorganization
  4. F reorganization requirements
  5. Seller and buyer benefits of an F reorganization
  6. Potential pitfalls and compliance issues: federal, state, and local tax laws
  7. Practitioner pointers and key takeaways

Benefits

The panel will cover these and other critical issues:

  • How can an F reorganization be used as a practical tool in an M&A deal?
  • What are the steps required to implement an F reorganization?
  • What are the benefits to buyers and sellers with an F reorganization?
  • What are the drawbacks or potential pitfalls with an F reorganization?